<SUBMISSION>
<ACCESSION-NUMBER>0001084869-04-000015
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20031228
<FILING-DATE>20040210
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>1 800 FLOWERS COM INC
<CIK>0001084869
<ASSIGNED-SIC>5990
<IRS-NUMBER>113117311
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0627
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-26841
<FILM-NUMBER>04582691
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
<PHONE>5162376000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>ten.txt
<TEXT>
_
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended December 28, 2003


          ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from ___ to ___

                           Commission File No. 0-26841

                             1-800-FLOWERS.COM, Inc.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                    11-3117311
     --------                                    ----------
     (State or other jurisdiction of             (I.R.S. Employer
     incorporation or organization)               Identification No.)

                  1600 Stewart Avenue, Westbury, New York 11590
                  ---------------------------------------------
               (Address of principal executive offices)(Zip code)

                                 (516) 237-6000
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not applicable
                                 --------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes (X) No ( )

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes (X) No ( )

     The number of shares outstanding of each of the Registrant's classes of
common stock:

                                   29,137,188
                                   ----------
  (Number of shares of Class A common stock outstanding as of February 4, 2004)

                                   36,878,605
                                   ----------
  (Number of shares of Class B common stock outstanding as of February 4, 2004)

                                     <PAGE>


                             1-800-FLOWERS.COM, Inc.

                                    FORM 10-Q
                  FOR THE THREE MONTHS ENDED DECEMBER 28, 2003


                                      INDEX
                                                                         Page
                                                                         ----
Part I.   Financial Information

 Item 1.   Consolidated Financial Statements:

           Consolidated Balance Sheets - December 28, 2003
            (Unaudited) and June 29, 2003                                  1

           Consolidated Statements of Income (Unaudited) -
            Three and Six Months Ended December 28, 2003 and
            December 29, 2002                                              2

           Consolidated Statements of Cash Flows (Unaudited) -
            Six Months Ended December 28, 2003 and December 29,
            2002                                                           3

           Notes to Consolidated Financial Statements (Unaudited)          4

 Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                            7

 Item 3.   Quantitative and Qualitative Disclosures About Market Risk     12


 Item 4.   Controls and Procedures                                        13


Part II.  Other Information

 Item 1.   Legal Proceedings                                              14

 Item 2.   Changes in Securities and Use of Proceeds                      14

 Item 3.   Defaults upon Senior Securities                                14

 Item 4.   Submission of Matters to a Vote of Security Holders            14

 Item 5.   Other Information                                              14

 Item 6.   Exhibits and Reports on Form 8-K                               14

Signatures                                                                16



<PAGE>



PART I. - FINANCIAL INFORMATION
ITEM 1. - CONSOLIDATED FINANCIAL STATEMENTS


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                        (in thousands, except share data)

<TABLE>
<S>                                                                                       <C>            <C>
                                                                                      December 28,    June 29,
                                                                                          2003         2003
                                                                                     -------------- --------------
                                                                                      (unaudited)

Assets
Current assets:
 Cash and equivalents                                                                  $ 84,696        $ 49,079
 Short-term investments                                                                   7,870          12,139
 Receivables, net                                                                        15,686           7,767
 Inventories                                                                             18,429          20,370
 Prepaid and other current assets                                                         2,750           2,208
                                                                                     -------------   ------------
    Total current assets                                                                129,431          91,563

Property, plant and equipment, net                                                       43,202          46,500
Investments                                                                              10,508          19,471
Capitalized investment in leases                                                            215             276
Goodwill                                                                                 37,692          37,692
Other intangibles, net                                                                    2,895           3,211
Other assets                                                                             15,318          16,083
                                                                                     -------------   ------------
Total assets                                                                           $239,261        $214,796
                                                                                     =============   ============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                  $77,816        $ 61,663
 Current maturities of long-term debt and obligations under capital leases                2,871           3,025
                                                                                     -------------   ------------
       Total current liabilities                                                         80,687          64,688
Long-term debt and obligations under capital leases                                       7,834           9,124
Other liabilities                                                                         3,915           3,696
                                                                                     -------------   ------------
Total liabilities                                                                        92,436          77,508
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued                   -               -
 Class A common stock, $.01 par value, 200,000,000 shares authorized, 29,119,537
  and 28,679,848 shares issued at December 28, 2003 and June 29, 2003,
  respectively                                                                              291             287
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,170,015
    and 42,399,915 shares issued at December 28, 2003 and June 29, 2003,
    respectively                                                                            422             424
 Additional paid-in capital                                                             248,639         247,636
 Retained deficit                                                                       (99,419)       (107,951)
 Treasury stock, at cost-52,800 Class A and 5,280,000 Class B shares                     (3,108)         (3,108)
                                                                                     -------------   ------------
    Total stockholders' equity                                                          146,825         137,288
                                                                                     -------------   ------------
Total liabilities and stockholders' equity                                             $239,261        $214,796
                                                                                     =============   ============
</TABLE>


See accompanying notes.

                                       1
<PAGE>



                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                        Consolidated Statements of Income
                      (in thousands, except per share data)
                                   (unaudited)
<TABLE>
<S>                                                               <C>              <C>                <C>               <C>
                                                                     Three Months Ended                  Six Months Ended
                                                             ---------------------------------   ---------------------------------
                                                               December 28,     December 29,      December 28,     December 29,
                                                                  2003             2002               2003             2002
                                                             ---------------- ----------------   ---------------  ----------------
Net revenues                                                    $213,182         $197,429           $308,342         $286,654
Cost of revenues                                                 117,550          107,335            173,643          159,882
                                                             ---------------- ----------------   ---------------  ----------------
Gross profit                                                      95,632           90,094            134,699          126,772
Operating expenses:
  Marketing and sales                                             66,762           64,978             95,608           93,931
  Technology and development                                       3,503            3,415              6,934            6,993
  General and administrative                                       7,577            7,462             15,356           14,869
  Depreciation and amortization                                    3,843            4,068              7,760            8,097
                                                             ---------------- ----------------   ---------------  ----------------
       Total operating expenses                                   81,685           79,923            125,658          123,890
                                                             ---------------- ----------------   ---------------  ----------------
Operating income                                                  13,947           10,171              9,041            2,882
Other income (expense):
  Interest income                                                    223              284                415              635
  Interest expense                                                  (186)            (262)              (419)            (576)
  Other                                                              (14)            (106)              (213)            (148)
                                                             ---------------- ----------------   ---------------  ----------------
Total other income (expense), net                                     23              (84)              (217)             (89)
                                                             ---------------- ----------------   ---------------  ----------------
Income before income taxes                                        13,970           10,087              8,824            2,793
Income taxes                                                        (292)               -               (292)               -
                                                             ---------------- ----------------   ---------------  ----------------
Net income                                                       $13,678          $10,087             $8,532           $2,793
                                                             ================ ================   ===============  ================

Net income per common share:
   Basic                                                           $0.21            $0.15              $0.13            $0.04
                                                             ================ ================   ===============  ================
   Diluted                                                         $0.20            $0.15              $0.12            $0.04
                                                             ================ ================   ===============  ================

Weighted average shares used in the calculation of
 net income per common share:
   Basic                                                          65,881           65,522             65,828           65,500
                                                             ================ ================   ===============  ================
   Diluted                                                        69,074           67,804             68,811           67,704
                                                             ================ ================   ===============  ================
</TABLE>

See accompanying notes.






                                       2

<PAGE>



                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

<TABLE>
<S>                                                                                     <C>               <C>
                                                                                          Six Months Ended
                                                                                   --------------------------------
                                                                                    December 28,       December 29,
                                                                                        2003              2002
                                                                                   ---------------   --------------

Operating activities:
Net income                                                                                $8,532            $2,793
Reconciliation of net income to net cash provided by operations:
  Depreciation and amortization                                                            7,760             8,097
  Bad debt expense                                                                           279               317
  Other non-cash items                                                                       157               187
  Changes in operating items:
    Receivables                                                                           (8,198)           (6,339)
    Inventories                                                                            1,941            (4,761)
    Prepaid and other                                                                       (542)             (617)
    Accounts payable and accrued expenses                                                 16,154            13,315
    Other assets                                                                             619               648
    Other liabilities                                                                        219             1,553
                                                                                   ---------------   --------------
  Net cash provided by operating activities                                               26,921            15,193

Investing activities:
Purchase of investments                                                                  (23,018)          (18,364)
Sale of investments                                                                       36,250            38,434
Capital expenditures, net of non-cash expenditures                                        (4,296)           (3,522)
Other                                                                                        145               132
                                                                                   ---------------   --------------
  Net cash provided by investing activities                                                9,081            16,680

Financing activities:
Proceeds from employee stock options/stock purchase plan                                   1,005               333
Repayment of notes payable and bank borrowings                                              (528)             (466)
Payment of capital lease obligations                                                        (862)           (1,192)
                                                                                   ---------------   --------------
  Net cash used in financing activities                                                     (385)           (1,325)
                                                                                   ---------------   --------------
Net change in cash and equivalents                                                        35,617            30,548
Cash and equivalents:
 Beginning of period                                                                      49,079            40,601
                                                                                   ---------------   --------------
 End of period                                                                           $84,696           $71,149
                                                                                   ===============   ==============

</TABLE>



See accompanying notes.







                                       3

<PAGE>


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1 - Accounting Policies

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
by  1-800-FLOWERS.COM,  Inc. and subsidiaries (the "Company") in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and six months ended December 28, 2003 are not  necessarily  indicative of
the results that may be expected for the fiscal year ending June 27, 2004.

The balance sheet information at June 29, 2003 has been derived from the audited
financial statements at that date.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 29, 2003.

Use of Estimates

The  preparation of the  consolidated  financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Employee Stock Incentive Plans

The Company  accounts  for its stock option  plans under  Accounting  Principles
Board ("APB")  Opinion No. 25,  "Accounting  for Stock Issued to Employees," and
related Interpretations.  Accordingly,  no stock-based compensation is reflected
in net income,  as all options granted had an exercise price equal to the market
value of the underlying common stock on the date of grant and the related number
of  shares  granted  is  fixed  at that  point  in  time.  The  following  table
illustrates  the effect on net income and net income per share as if the Company
had applied the fair value  recognition  provisions  of  Statement  of Financial
Accounting   Standards   ("SFAS")   No.   123,   "Accounting   for   Stock-Based
Compensation",   as  amended  by  SFAS  No.  148,  "Accounting  for  Stock-Based
Compensation - Transition and Disclosure."
<TABLE>
<S>                                         <C>             <C>               <C>           <C>
                                                Three Months Ended            Six Months Ended
                                      ------------------------------- -----------------------------
                                       December 28,    December 29,      December 28,   December 29,
                                          2003            2002               2003           2002
                                      --------------- --------------- -------------- --------------
                                              (in thousands, except per share data)


Net income - As reported                   $13,678        $10,087         $8,532         $2,793
 Less: Stock based compensation              1,974          2,261          3,851          3,851
                                      --------------- --------------- -------------- --------------
Net income (loss) - Pro forma              $11,704         $7,826         $4,681        ($1,058)
                                      =============== =============== ============== ==============
Net income (loss) per share:
   Basic - As reported                       $0.21          $0.15          $0.13          $0.04
   Basic - Pro forma                         $0.18          $0.12          $0.07         ($0.02)
   Diluted - As reported                     $0.20          $0.15          $0.12          $0.04
   Diluted - Pro forma                       $0.17          $0.12          $0.07         ($0.02)
</TABLE>
The  assumptions  used to  calculate  the fair  value  of  options  granted  are
evaluated  and  revised,   as  necessary,   to  reflect  market  conditions  and
experience.

Comprehensive Income

For the three  months and six months  ended  December  28, 2003 and December 29,
2002, the Company's  comprehensive income was equal to the respective net income
for each of the periods presented.

                                       4
<PAGE>

                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)

Note 2 - Other Intangibles

The Company's other intangible assets consist of the following:
<TABLE>
<S>                                <C>         <C>         <C>             <C>         <C>          <C>            <C>
                                                       December 28, 2003                        June 29, 2003
                                            ------------------------------------ ----------------------------------------
                                               Gross                                 Gross
                              Amortization   Carrying   Accumulated                Carrying      Accumulated
                                 Period       Amount    Amortization      Net        Amount      Amortization       Net
                             --------------- --------- ------------- ----------- --------------- ------------  ----------
                                                                   (in thousands)
 Intangible assets with
 determinable lives
    Investment in licenses   14 - 16 years    $4,927         $2,954       $1,973      $4,927          $2,792       $2,135
    Customer lists                 3 years       910            506          404         910             354          556
    Other                          5 years       171            129           42         171             127           44
                                            ------------ --------------- ----------- ----------- ------------------------
                                               6,008          3,589        2,419       6,008           3,273        2,735

 Trademarks with
  indefinite lives                 -             480              4          476         480               4          476
                                            ------------ --------------- ----------- ----------- --------------- --------
 Total identifiable
    intangible assets                         $6,488         $3,593       $2,895      $6,488          $3,277       $3,211
                                            ============ =============== =========== =========== ========================
</TABLE>

Estimated  amortization  expense is as follows:  remainder of fiscal 2004 - $0.3
million,  fiscal 2005 - $0.6 million,  fiscal 2006 - $0.3 million, fiscal 2007 -
$0.3 million, fiscal 2008 - $0.3 million, and thereafter - $0.6 million.

Note 3 - Long-Term Debt

The Company's long-term debt and obligations under capital leases consist of the
following:
<TABLE>
<S>                                                                                          <C>             <C>
                                                                                        December 28,     June
                                                                                            2003          29, 2003
                                                                                       ----------------  -----------
                                                                                                 (in thousands)

                Commercial notes and revolving credit lines                                 $6,131          $6,612
                Seller financed acquisition obligations                                        106             145
                Obligations under capital leases                                             4,468           5,392
                                                                                         -----------     -----------
                                                                                            10,705          12,149
                Less current maturities of long-term debt and obligations under
                 capital leases                                                              2,871           3,025
                                                                                         -----------     -----------
                                                                                            $7,834          $9,124
                                                                                         ===========     ===========

</TABLE>















                                       5

<PAGE>

                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)

Note 4 - Net Income Per Common Share

The following table sets forth the computation of basic and diluted net income
per common share:

<TABLE>
<S>                                                     <C>                 <C>              <C>                <C>
                                                         Three Months Ended                   Six Months Ended
                                                    ----------------------------------  ----------------------------------
                                                     December 28,      December 29,     December 28,       December 29,
                                                       2003              2002             2003              2002
                                                    -----------------  ---------------  ----------------  ----------------
                                                                      (in thousands, except per share data)
     Numerator:
        Net income                                        $13,678            $10,087           $8,532          $2,793
                                                    =================  ===============  ================  ================

     Denominator:
        Weighted average shares outstanding                65,881             65,522           65,828          65,500
        Effect of dilutive securities:
            Employee stock options                          3,193              2,282            2,983           2,204
                                                    -----------------  ---------------  ----------------  ----------------
     Adjusted weighted-average shares and assumed
        conversions                                        69,074             67,804           68,811          67,704
                                                    =================  ===============  ================  ================
Net income per common share:
        Basic                                               $0.21              $0.15            $0.13           $0.04
        Diluted                                             $0.20              $0.15            $0.12           $0.04

</TABLE>

Note 5 - Commitments and Contingencies

Legal Proceedings

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its consolidated  financial  position,
results of operations or liquidity.

























                                       6
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Forward Looking Statements

Certain of the matters and subject areas  discussed in this Quarterly  Report on
Form 10-Q contain "forward-looking statements" within the meaning of the Private
Securities  Litigation  Reform Act of 1995. All statements other than statements
of historical information provided herein are forward-looking statements and may
contain  information about financial results,  economic  conditions,  trends and
known  uncertainties based on the Company's current  expectations,  assumptions,
estimates and projections about its business and the Company's  industry.  These
forward-looking statements involve risks and uncertainties. The Company's actual
results could differ materially from those anticipated in these  forward-looking
statements as a result of several factors,  including those more fully described
under the caption  "Risk  Factors  that May Affect  Future  Results"  within the
Company's  Annual Report on Form 10-K.  Readers are cautioned not to place undue
reliance  on  these  forward-looking  statements,   which  reflect  management's
analysis,  judgment,  belief  or  expectation  only as of the date  hereof.  The
forward-looking  statements  made in this  Quarterly  Report on Form 10-Q relate
only to events  as of the date on which the  statements  are made.  The  Company
undertakes no obligation to publicly update any  forward-looking  statements for
any reason,  even if new information  becomes available or other events occur in
the future.

Overview

1-800-FLOWERS.COM  has helped  millions of customers  connect to the people they
care  about  with a broad  range of  thoughtful  gifts,  award-winning  customer
service and its unique technology and fulfillment infrastructure.  The Company's
product line includes flowers,  plants, gourmet foods, candies, gift baskets and
other  unique gifts  available  to customers  around the world via: the Internet
(www.1800flowers.com);  by calling 1-800-FLOWERS(R)  (1-800-356-9377) 24 hours a
day;  or  by  visiting  one  of  the   Company-operated  or  franchised  stores.
1-800-FLOWERS.COM's  collection of thoughtful gifting brands includes home decor
and garden  merchandise  from Plow & Hearth(R)  (phone:  1-800-627-1712  or web:
www.plowandhearth.com),  premium popcorn,  confections and other food gifts from
The     Popcorn      Factory(R)      (phone:      1-800-541-2676     or     web:
www.thepopcornfactory.com),   gourmet  food   products   from   GreatFood.com(R)
(www.greatfood.com),   and   children's   gifts   from   HearthSong(R)   (phone:
1-800-325-2502   or  web:   www.hearthsong.com)   and  Magic  Cabin(R)   (phone:
1-888-623-623-6557 or web: www.magiccabin.com).

Results of Operations

Net Revenues
<TABLE>
<S>                                 <C>             <C>            <C>            <C>            <C>             <C>
                                          Three Months Ended                              Six Months Ended
                              --------------------------------------------- --------------------------------------------
                               December 28,    December 29,                   December 28,    December 29,
                                  2003            2002          % Change         2003            2002       % Change
                              --------------- ---------------- ------------ --------------- -------------- ------------
                                                                   (in thousands)
Net revenues:
 Telephonic                    $113,374        $113,999          (0.5%)       $153,745        $156,530        (1.8%)
 Online                          90,878          75,750          20.0%         139,814         116,550        20.0%
 Retail/fulfillment               8,930           7,680          16.3%          14,783          13,574         8.9%

                              -------------- ----------------               --------------- --------------
Total net revenues             $213,182        $197,429           8.0%        $308,342        $286,654         7.6%
                              ============== ================               =============== ==============
</TABLE>
Net revenues consist primarily of the selling price of the merchandise,  service
or outbound shipping charges, less discounts, returns and credits. The Company's
combined  telephonic and online  revenue growth of 7.6% and 7.5%,  respectively,
during the three and six months  ended  December 28, 2003 was due to an increase
in order  volume  resulting  from the  Company's  effective  marketing  efforts,
continued  leverage  of  its  existing  customer  base  and  strong  brand  name
recognition.

The Company fulfilled  approximately  3,420,000 and 4,801,000 orders through its
combined  telephonic and online sales  channels  during the three and six months
ended  December  28,  2003,  an  increase  of 8.3% and 7.5% over the prior  year
periods.  This growth was driven by the Company's  online sales  channel,  which
experienced a 19.1% and 18.3%  increase in order volume during the three and six
months ended December 28, 2003,  respectively,  driven by improved conversion of
qualified traffic through the Company's websites and third party portals, search
engines and  affiliates,  and the  continued  migration  of  customers  from the
Company's  telephonic sales channel.  During the three months ended December 28,
2003,  telephonic  order volume was consistent with the same period of the prior
year, while order volume during the six months ended December 28, 2003 decreased
1.8% in comparison to the prior year period. The Company's combined telephonic

                                       7
<PAGE>

and online  average  order value of $59.72 and $61.15,  during the three and six
months ended December 28, 2003, respectively, was consistent with the prior year
periods.

The  online  sales  channel  contributed  44.5%  and  47.6%  of  total  combined
telephonic  and online  revenues  during the three and six months ended December
28, 2003,  respectively,  compared to 39.9% and 42.7% during the same periods of
the prior year. The Company  intends to continue to drive revenue growth through
its online sales  channel,  and continue the migration of its customers from the
telephone to the Web for several important  reasons:  (i) online orders are less
expensive to process than telephonic orders,  (ii) online customers can view the
Company's full array of gift offerings  including  non-floral gifts, which yield
higher gross margin opportunities, (iii) online customers can utilize all of the
Company's  services,  such as the various  gift search  functions,  order status
check  and  reminder  service,  thereby  deepening  the  relationship  with  its
customers and leading to increased  order rates,  and (iv) when customers  visit
the  Company  online,  it provides an  opportunity  to interact  with them in an
electronic dialog via cost efficient marketing programs.

In  order  to  improve  overall  demand,  in  response  to  forecasted  economic
conditions and analysis of consumer  buying  patterns,  during the three and six
months ended  December 28, 2003, the Company  reallocated  some of its marketing
spending,  reducing the circulation of certain  non-floral  product catalogs and
redirecting  those funds to various online and media programs  featuring  floral
gifts.  As a result,  during the three and six months  ended  December 28, 2003,
non-floral  gift  products  accounted  for  66.2%  and  57.5% of total  combined
telephonic  and online net  revenues,  respectively,  in comparison to 67.0% and
58.6%  during  the same  periods of the prior  year.  In the  future,  while the
Company may choose to  emphasize  different  products and  categories  to better
match  changes in consumer  preferences  and  economic  conditions,  the Company
expects that on an annual basis, an increasingly  higher portion of revenue will
continue to be derived from the sale of non-floral products.

Retail/fulfillment revenues for the three and six months ended December 28, 2003
increased in  comparison  to the same periods of the prior year,  primarily as a
result of continued  enhancements in our BloomNet(TM)  distribution  network and
improved Company-owned and franchised store sales.

Gross Profit
<TABLE>
<S>                             <C>             <C>              <C>          <C>              <C>           <C>
                                        Three Months Ended                              Six Months Ended
                           --------------------------------------------- ---------------------------------------------
                            December 28,     December 29,                  December 28,     December 29,
                               2003             2002         % Change         2003             2002         % Change
                           --------------  --------------- ------------- ---------------  --------------- ------------
                                                           (in thousands)

Gross profit                   $95,632       $90,094          6.1%         $134,699        $126,772         6.3%
Gross margin %                   44.9%         45.6%                          43.7%           44.2%

</TABLE>
Gross profit consists of net revenues less cost of revenues,  which is comprised
primarily of florist  fulfillment costs (fees paid directly to florists and fees
paid to wire service  entities that serve as  clearinghouses  for floral orders,
net of wire service rebates), the cost of floral and non-floral merchandise sold
from inventory or through third parties,  and associated costs including inbound
and outbound shipping charges. Additionally,  cost of revenues include labor and
facility costs related to direct-to-consumer  merchandise production operations,
as well as  facility  costs on  properties  that  are  sublet  to the  Company's
franchisees.  Gross  profit  increased  during  the three and six  months  ended
December  28,  2003,  in  comparison  to the same  periods  of the  prior  year,
primarily as a result of increased  order volume on the  Company's  online sales
channels. Gross margin percentage during the three and six months ended December
28, 2003 decreased in comparison to the prior year, primarily as a result of the
aforementioned  shift in product mix towards floral products which yield a lower
gross margin, but require lower marketing support,  thereby  contributing to the
Company's overall  improvement in operating margins in comparison to prior year.
Gross margin  percentage  was also impacted by a slight  increase in promotional
offers, as the Company used targeted  discount  programs to incentivize  certain
customer behavior,  such as new product introductory pricing, and early delivery
offers, which improve fulfillment logistics.  The reduction in margin percentage
resulting  from the above was largely  offset by: i)  improvements  in inventory
management and product sourcing, ii) the November 2002 increase in the Company's
service  charge,  aligning  it with  industry  norms,  and  iii)  the  Company's
continued focus on customer service,  whereby stricter quality control standards
and  enforcement  methods  reduced  the  rate  of  product  credits/returns  and
replacements.

As a result  of these  factors,  the  Company  expects  that  its  gross  margin
percentage for its fiscal year ending June 27, 2004 will be consistent  with the
prior year. However, over the longer term, the Company expects to continue to

                                       8
<PAGE>
grow its higher margin, non-floral business, and while varying by quarter due to
seasonal changes in product mix,  expects that its gross margin  percentage will
continue to increase on an annual basis.

Marketing and Sales Expense
<TABLE>
<S>                                    <C>            <C>              <C>             <C>            <C>              <C>
                                              Three Months Ended                               Six Months Ended
                                 ----------------------------------------------  ---------------------------------------------
                                  December 28,    December 29,                   December 28,     December 29,
                                     2003            2002          % Change         2003             2002          % Change
                                 --------------- ---------------  -------------  --------------  --------------- -------------
                                                                (in thousands)

Marketing and sales                  $66,762          $64,978           2.7%         $95,608         $93,931          1.8%
Percentage of net revenues             31.3%            32.9%                          31.0%           32.8%

</TABLE>

Marketing and sales expense  consists  primarily of advertising  and promotional
expenditures,   catalog  costs,  online  portal  agreements,  retail  store  and
fulfillment  operations  (other  than costs  included in cost of  revenues)  and
customer  service  center  expenses,  as well as the  operating  expenses of the
Company's   departments   engaged  in  marketing,   selling  and   merchandising
activities.  Marketing  and sales  expenses  decreased  as a  percentage  of net
revenues  during the three and six months ended  December 28, 2003,  compared to
the same periods of the prior year as a result of: (i) volume related  operating
efficiencies,  (ii) a  reduction  in order  processing  costs,  and  (iii) a net
reduction in advertising cost per order, resulting from the aforementioned shift
in the mix of  products  being  promoted  by the  Company,  which  enabled it to
proportionately  reduce the  circulation  of higher  cost per order  catalogs in
favor of lower cost media and online  advertising.  As a result of the Company's
cost-efficient  customer  retention  programs,  of the  2,327,000  and 3,487,000
customers who placed  orders during the three and six months ended  December 28,
2003, respectively,  approximately 48.6% and 48.9% represented repeat customers,
compared to 46.9% and 46.4%, in the prior year periods. In addition, as a result
of the  strength  of the  Company's  brands,  combined  with its  cost-efficient
marketing programs, the Company added approximately  1,197,000 and 1,681,000 new
customers during the three and six months ended December 28, 2003, respectively.

In order to further  execute its business plan, the Company  expects to continue
to invest in its  marketing and sales  efforts to acquire new  customers,  while
also  leveraging its already  significant  customer base through cost effective,
customer retention initiatives.  Such spending will be within the context of the
Company's overall marketing plan, which is continually  evaluated and revised to
reflect the results of the Company's most recent market research,  including the
impact of changing economic  conditions and consumer  preferences,  and seeks to
determine  the  most  cost-efficient  use of the  Company's  marketing  dollars.
Although the Company  believes that increased  spending in the area of marketing
and sales will be  necessary  for the Company to continue to grow its  revenues,
the Company  expects that, on an annual basis,  marketing and sales expense will
continue to decline as a percentage of net revenues.

Technology and Development Expense
<TABLE>
<S>                                   <C>              <C>             <C>             <C>            <C>             <C>
                                              Three Months Ended                               Six Months Ended
                                 ----------------------------------------------  ---------------------------------------------
                                  December 28,    December 29,                   December 28,     December 29,
                                       2003            2002        % Change          2003             2002         % Change
                                 -------------- --------------- --------------   --------------  --------------- -------------
                                                                (in thousands)

Technology and development          $3,503         $3,415           2.6%              $6,934          $6,993         (0.8%)
Percentage of net revenues            1.6%           1.7%                               2.2%            2.4%

</TABLE>

Technology and development  expense consists  primarily of payroll and operating
expenses of the Company's  information  technology group,  costs associated with
its Web sites,  including hosting,  design,  content development and maintenance
and support  costs  related to the  Company's  order  entry,  customer  service,
fulfillment and database systems. During the three and six months ended December
28, 2003,  technology and development  expense  decreased as a percentage of net
revenues in  comparison  to the same  periods of the prior year due to continued
cost-efficiencies realized by internalizing the Company's development functions,
which offset  increased costs  associated  with software  licensing and computer
maintenance  agreements  required to support the  Company's  IT  infrastructure.
Internalizing  the  development  functions  has  enabled  the  Company  to  cost
effectively  enhance the content and  functionality of its Web sites and improve
the performance of the Company's fulfillment and database systems,  while adding
improved operational flexibility and supplemental back-up and system redundancy.
During the three and six months ended  December 28, 2003,  the Company  expended
$4.6  million and $9.9  million on  technology  and  development,  of which $1.1
million and $3.0 million has been capitalized.

                                       9
<PAGE>
Although the Company  believes  that  continued  investment  in  technology  and
development  is critical to  attaining  its  strategic  objectives,  the Company
expects that its spending in comparison to prior fiscal periods will continue to
decrease as a  percentage  of net revenues  due to the  expected  benefits  from
previous investments in the Company's current technology platform.

General and Administrative Expense
<TABLE>
<S>                                     <C>               <C>             <C>            <C>               <C>            <C>
                                               Three Months Ended                               Six Months Ended
                                 ---------------------------------------------- ----------------------------------------------
                                  December 28,      December 29,                   December 28,    December 29,
                                     2003              2002          % Change         2003            2002           % Change
                                 --------------- --------------- -------------- --------------- --------------- --------------
                                                                (in thousands)

General and administrative         $7,577            $7,462           1.6%           $15,356         $14,869          3.3%
Percentage of net revenues           3.6%              3.8%                             5.0%            5.2%

</TABLE>

General and  administrative  expense  consists of payroll and other  expenses in
support  of the  Company's  executive,  finance  and  accounting,  legal,  human
resources and other administrative  functions,  as well as professional fees and
other general  corporate  expenses.  Although  decreasing as a percentage of net
revenues,  general and  administrative  expense  during the three and six months
ended December 28, 2003 increased in comparison to the same periods of the prior
year,  primarily as a result of payroll increases and higher health and business
insurance costs.

The Company believes that its current general and administrative  infrastructure
is sufficient to support existing requirements, and as such, while increasing in
absolute  dollars,  general and  administrative  expenses on an annual basis are
expected to continue to decline as a percentage of net revenues.

Depreciation and Amortization Expense
<TABLE>
<S>                                   <C>              <C>             <C>           <C>              <C>             <C>
                                               Three Months Ended                             Six Months Ended
                                 ---------------------------------------------- ----------------------------------------------
                                  December 28,     December 29,                  December 28,     December 29,
                                     2003             2002          % Change        2003             2002          % Change
                                 --------------- --------------- -------------- --------------- --------------- --------------
                                                                (in thousands)

Depreciation and amortization      $3,843            $4,068          (5.5%)          $7,760          $8,097          (4.2%)
Percentage of net revenues           1.8%              2.1%                            2.5%            2.8%

</TABLE>

The decrease in depreciation and  amortization  expense during the three and six
months ended  December 28, 2003,  in comparison to the same periods of the prior
year,  reflects the impact of the Company's declining rate of capital additions,
and the fact that certain  software  components  of the  Company's  order entry,
customer service, fulfillment and database systems, are now fully depreciated.

Although the Company believes that continued  investment in its  infrastructure,
primarily in the areas of technology and  development,  is critical to attaining
its strategic objectives, the Company expects that depreciation and amortization
will continue to decrease as a percentage of net revenues in comparison to prior
fiscal periods.

Other Income (Expense)
<TABLE>
<S>                                   <C>              <C>              <C>         <C>               <C>             <C>
                                               Three Months Ended                             Six Months Ended
                                 ---------------------------------------------- ----------------------------------------------
                                  December 28,     December 29,                  December 28,     December 29,
                                     2003             2002          % Change        2003             2002          % Change
                                 --------------- --------------- -------------- --------------- --------------- --------------
                                                                (in thousands)

Interest income                      $223            $284           (21.5%)        $415             $635          (34.6%)
Interest expense                     (186)           (262)           29.0%         (419)            (576)          27.3%
Other                                 (14)           (106)           86.8%         (213)            (148)         (43.9%)

                                 -------------  -------------                   -------------   ---------------
                                      $23            ($84)          127.4%        ($217)            ($89)        (143.8%)
                                 =============  =============                   =============   ===============
</TABLE>

                                       10
<PAGE>

Other  income  (expense)  consists  primarily of interest  income  earned on the
Company's  investments and available cash balances,  offset by interest expense,
primarily attributable to the Company's capital leases and other long-term debt.
The increase in other income  (expense)  during the three months ended  December
28,  2003  was  primarily  attributable  to  a  reduction  in  interest  expense
associated  with the refinancing of a series of fixed and variable rate mortgage
and equipment notes in June 2003, and a loss incurred in the prior year upon the
closure of a retail store,  offset in part by a reduction of interest income due
to a decline in the average  rate of return on the  Company's  investments  as a
result of prevailing market  conditions.  The decrease in other income (expense)
during the six months ended  December 28, 2003 was primarily due to a decline in
the average  rate of return on its  investments,  and a loss  incurred  upon the
conversion/relocation  of a retail store into a local fulfillment center, offset
by a reduction in interest expense associated with the aforementioned  long-term
debt refinancing.

Income Taxes

During the three and six months ended  December 28, 2003 the Company  recorded a
$0.3 million income tax provision for federal  alternative minimum tax (AMT) and
various state taxes resulting from state tax law changes that deferred the usage
of  available  net  operating  losses.  During  the three and six  months  ended
December  29,  2002,  no income  taxes  were  recorded,  as all  available  loss
carrybacks  had been fully  utilized.  The Company has provided a full valuation
allowance on that portion of its  deferred tax assets,  consisting  primarily of
net operating loss carryforwards.

Liquidity and Capital Resources

At  December  28,  2003,  the  Company  had  working  capital of $48.7  million,
including  cash and  equivalents  and  short-term  investments of $92.6 million,
compared to working capital of $26.9 million, including cash and equivalents and
short-term  investments of $61.2  million,  at June 29, 2003. In addition to its
cash and  short-term  investments,  at December 28, 2003 and June 29, 2003,  the
Company maintained approximately $10.5 million and $19.5 million,  respectively,
of long-term investments, consisting primarily of investment grade corporate and
U.S. government securities.

Net cash  provided by operating  activities  of $26.9 million for the six months
ended  December 28, 2003 was primarily  attributable  to net income and seasonal
changes in working  capital,  consisting  of increases  in accounts  payable and
accrued  expenses  related to the  Christmas  holiday  and  non-cash  charges of
depreciation  and  amortization,   offset  in  part  by  increases  in  accounts
receivable, also due to the Christmas Holiday.

Net cash  provided by  investing  activities  of $9.1 million for the six months
ended December 28, 2003 was  principally  comprised of net sales of investments,
reduced by capital  expenditures  primarily related to the Company's  technology
infrastructure.

Net cash used in financing  activities was $0.4 million for the six months ended
December 28, 2003, resulting primarily from the repayment of amounts outstanding
under the Company's credit facilities and long-term  capital lease  obligations,
offset in part by the net proceeds  received upon the exercise of employee stock
options.

At December 28, 2003, the Company's material capital commitments consist of:

     o   obligations outstanding under capital and operating leases (including
         guarantees of $0.4 million), as well as commercial notes related to
         obligations arising from, and collateralized by, the underlying
         assets of the Company's warehousing/fulfillment facility in Madison,
         Virginia ($6.2 million - 2004, $9.2 million - 2005, $6.1 million -
         2006, $3.9 million - 2007, $2.5 million - 2008, and $8.1 million -
         thereafter);o
     o   inventory commitments ($14.9 million).

On September 16, 2001, the Company's Board of Directors  approved the repurchase
of up to $10.0  million  of the  Company's  Class A common  stock.  Although  no
repurchases  have been made as of February 4, 2004, any such purchases  could be
made from  time to time in the open  market  and  through  privately  negotiated
transactions,  subject to general market conditions. The repurchase program will
be funded utilizing available cash.

Critical Accounting Policies and Estimates

The Company's discussion and analysis of its financial statements and results of
operations   are  based   upon  the   consolidated   financial   statements   of
1-800-FLOWERS.COM,  Inc., which have been prepared in accordance with accounting
principles  generally  accepted in the United States.  The  preparation of these
financial  statements requires management to make estimates and assumptions that
affect  the  reported  amount of assets, liabilities, revenues and expenses, and

                                       11
<PAGE>
related  disclosure of contingent  assets and liabilities.  On an ongoing basis,
management   evaluates  its  estimates,   including  those  related  to  revenue
recognition,  inventory  and  long-lived  assets,  including  goodwill and other
intangible  assets related to  acquisitions.  Management bases its estimates and
judgments  on  historical  experience  and on  various  other  factors  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments about the carrying values of assets and liabilities.
Actual results may differ from these estimates  under  different  assumptions or
conditions.  Management  believes the following  critical  accounting  policies,
among others,  affects the Company's  more  significant  judgments and estimates
used in preparation of its consolidated financial statements.

Revenue Recognition

Net  revenues  are  generated  by  online,  telephonic  and  retail  fulfillment
operations and primarily consist of the selling price of merchandise, service or
outbound shipping charges, less discounts, returns and credits. Net revenues are
recognized upon product shipment.

Accounts Receivable

The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make  payments,  additional  allowances may be
required.

Inventory

The Company  states  inventory at the lower of cost or market.  In assessing the
realization  of  inventories,  we are  required to make  judgments  as to future
demand  requirements and compare that with inventory levels. It is possible that
changes in consumer  demand could cause a reduction in the net realizable  value
of inventory.

Goodwill and Other Intangible Assets

Goodwill  represents the excess of the purchase price over the fair value of the
net assets  acquired  and is  evaluated  annually  for  impairment.  The cost of
intangible assets with determinable lives is amortized to reflect the pattern of
economic benefits consumed, on a straight-line basis, over the estimated periods
benefited, ranging from 3 to 16 years.

The Company periodically  evaluates acquired businesses for potential impairment
indicators.  Judgment regarding the existence of impairment  indicators is based
on market conditions and operational  performance of the Company.  Future events
could cause the Company to conclude that  impairment  indicators  exist and that
goodwill and other intangible assets associated with our acquired businesses are
impaired.

Capitalized Software

The carrying  value of  capitalized  software,  both  purchased  and  internally
developed, is periodically reviewed for potential impairment indicators.  Future
events could cause the Company to conclude that impairment  indicators exist and
that capitalized software is impaired.

Income Taxes

The Company  has  established  deferred  income tax assets and  liabilities  for
temporary  differences  between the financial reporting bases and the income tax
bases of its  assets and  liabilities  at enacted  tax rates  expected  to be in
effect  when such assets or  liabilities  are  realized or settled.  The Company
records a valuation  allowance on the  deferred  income tax assets to reduce the
total to an amount  management  believes is more likely than not to be realized.
Valuation allowances were provided principally to offset certain deferred income
tax assets for operating loss carryforwards.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's earnings and cash flows are subject to fluctuations due to changes
in interest  rates  primarily  from its investment of available cash balances in
investment  grade corporate and U.S.  government  securities.  Under its current
policies,  the Company  does not use interest  rate  derivative  instruments  to
manage exposure to interest rate changes.

                                       12

<PAGE>


ITEM 4.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
the Chief Executive Officer and Chief Financial  Officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Exchange Act Rule  13a-14(c) as of the end of the period
covered by this report.  Based on that evaluation,  the Chief Executive  Officer
and Chief Financial  Officer have concluded that these  disclosure  controls and
procedures  are  effective.  There were no changes in our internal  control over
financial  reporting  during  the  quarter  ended  December  28,  2003 that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.


























                                       13


<PAGE>


PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its business,  consolidated  financial
position, results of operations or liquidity.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company's Annual Meeting of Stockholders was held on December 2,
         2003.

         The following nominees were elected as directors, each to serve until
         the 2006 Annual Meeting or until their respective successors shall have
         been duly elected and qualified, by the vote set forth below:
<TABLE>
<S>                 <C>                                 <C>                                         <C>

         Nominee                                        For                                       Withheld
         ----------------------------    -----------------------------------      ------------------------------------------
         Jeffrey C. Walker                          390,212,925                                    935,376
         Kevin J. O'Connor                          390,437,248                                    711,053

         The  following  Directors  who were not  nominees  for  election  at
         this Annual Meeting will  continue to serve on the Board of Directors
         of the Company: James F. McCann, Christopher G. McCann, T. Guy Minetti,
         John J. Conefry, Jr., Leonard J. Elmore and Mary Lou Quinlan.

         The proposal to approve the Section 16 Executive Officers Bonus Plan
         was approved by the vote set forth below:

                   For                                Against                                      Abstain
         -------------------------       -----------------------------------      ------------------------------------------
               390,988,707                            118,993                                      40,601

         The proposal to approve the 2003 Long Term Incentive and Share Award
         Plan was approved by the vote set forth below:

                   For                                Against                                      Abstain
         -------------------------       -----------------------------------      ------------------------------------------
               371,727,831                           10,743,144                                     3,849


         The proposal to ratify the selection of Ernst & Young LLP, independent
         public accountants, as auditors of the Company for the fiscal year
         ending June 27, 2004 was approved by the vote set forth below:

                   For                                Against                                      Abstain
         -------------------------       -----------------------------------      ------------------------------------------
               391,011,917                            135,128                                       1,256
</TABLE>

ITEM 5. OTHER INFORMATION

      Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits.

          31.1  Certifications pursuant to Section 302 of the Sarbanes-Oxley Act
          of 2002.

          32.1  Certifications pursuant to Section 906 of the Sarbanes-Oxley Act
          of 2002.



                                       14
<PAGE>

      (b) Reports on Form 8-K

          On October 23, 2003, the Company filed a report on Form 8-K
          announcing results of operations and financial condition for its
          fiscal 2004 first quarter ended September 28, 2003.

          On January 12, 2004, the Company filed a report on Form 8-K announcing
          anticipated results for its fiscal 2004 second quarter ended December
          28, 2003.

          On February 5, 2004, the Company filed a report on Form 8-K disclosing
          financial results for its fiscal 2004 second quarter ended December
          28, 2003.
































                                       15



<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                             1-800-FLOWERS.COM, Inc.
                                             ----------------------------------
                                             (Registrant)




Date:  February 10, 2004                     /s/ James F. McCann
---------------------------                  ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date:  February 10, 2004                     /s/ William E. Shea
-------------------------                    ----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)























                                       16




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>thirtyone.txt
<TEXT>

Exhibit 31.1

                     RULE 13a-14(a)/15d-14(a) CERTIFICATIONS


I, James McCann, certify that:

   (1) I have reviewed this quarterly report on Form 10-Q of  1-800-FLOWERS.COM,
       Inc.;

   (2) Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered
       by this report;

  (3)  Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

  (4)  The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
       and have:

            (a) designed such disclosure controls and procedures, or caused such
                controls and procedures to be designed under our supervision, to
                ensure that material information relating to the registrant,
                including its consolidated subsidiaries, is made known to us by
                others within those entities, particularly during the period in
                which this report is being prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
                controls and procedures and presented in this report our
                conclusions about the effectiveness of the disclosure controls
                and procedures, as of the end of the period covered by this
                report based on such evaluation; and

            (c) disclosed in this report any change in the registrant's internal
                control over the financial reporting that occurred during the
                registrant's most recent fiscal quarter (the registrant's fourth
                quarter in the case of an annual report) that has materially
                affected, or is reasonably likely to materially affect, the
                registrant's internal control over financial reporting;

   (5) The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation of the internal control over financial
       reporting, to the registrant's auditors and the audit committee of the
       registrant's board of directors (or persons performing the equivalent
       functions):

            (a) all significant deficiencies and material weaknesses in the
                design or operation of internal controls over the financial
                reporting which are reasonably likely to adversely affect the
                registrant's ability to record, process, summarize and report
                financial information; and

            (b) any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal control over financial reporting.



Date:  February 10, 2004             /s/ James F. McCann
---------------------------         -----------------------------------
                                         James F. McCann
                                         Chief Executive Officer
                                         Chairman of the Board of Directors
                                         (Principal Executive Officer)

<PAGE>


I, William Shea, certify that:

   (1) I have reviewed this quarterly report on Form 10-Q of  1-800-FLOWERS.COM,
       Inc.;

   (2) Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered
       by this report;

  (3)  Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

  (4)  The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
       and have:

            (a) designed such disclosure controls and procedures, or caused such
                controls and procedures to be designed under our supervision, to
                ensure that material information relating to the registrant,
                including its consolidated subsidiaries, is made known to us by
                others within those entities, particularly during the period in
                which this report is being prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
                controls and procedures and presented in this report our
                conclusions about the effectiveness of the disclosure controls
                and procedures, as of the end of the period covered by this
                report based on such evaluation; and

            (c) disclosed in this report any change in the registrant's internal
                control over the financial reporting that occurred during the
                registrant's most recent fiscal quarter (the registrant's fourth
                quarter in the case of an annual report) that has materially
                affected, or is reasonably likely to materially affect, the
                registrant's internal control over financial reporting;

   (5) The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation of the internal control over financial
       reporting, to the registrant's auditors and the audit committee of the
       registrant's board of directors (or persons performing the equivalent
       functions):

            (a) all significant deficiencies and material weaknesses in the
                design or operation of internal controls over the financial
                reporting which are reasonably likely to adversely affect the
                registrant's ability to record, process, summarize and report
                financial information; and

            (b) any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal control over financial reporting.


Date:  February 10, 2004                /s/William E.Shea
       -------------------              --------------------
                                        William E. Shea
                                        Senior Vice President Finance and
                                        Administration (Principal Financial
                                        and Accounting Officer)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>3
<FILENAME>thirteenfifty.txt
<TEXT>
Exhibit 32.1

                              SECTION 1350 CERTIFICATIONS

        Pursuant to 18  U.S.C. 1350, as adopted pursuant to Section 906 of  the
Sarbanes-Oxley Act of 2002, the undersigned officer of  1-800-FLOWERS.COM,  Inc.
(the "Company") hereby certifies, to such officer's knowledge, that:

        (1) the quarterly report on Form 10-Q of the Company for the quarterly
period  ended  December  28, 2003  (the  "Report") fully  complies  with  the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities
Exchange Act of 1934; as amended; and

        (2) the  information  contained in the Report fairly  presents,  in all
material  respects, the  financial condition  and  results of operations of  the
Company.


Dated:  February 10, 2004                        /s/James F. McCann
-------------------------                        ------------------------
                                                 James F. McCann
                                                 Chairman and Chief Executive
                                                 Officer



                           SECTION 1350 CERTIFICATIONS

    Pursuant to 18  U.S.C. 1350, as adopted pursuant to Section 906 of  the
Sarbanes-Oxley Act of 2002, the undersigned officer of  1-800-FLOWERS.COM,  Inc.
(the "Company") hereby certifies, to such officer's knowledge, that:

        (1) the quarterly report on Form 10-Q of the Company for the quarterly
period  ended  December  28, 2003  (the  "Report") fully  complies  with  the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities
Exchange Act of 1934; as amended; and

        (2) the  information  contained in the Report fairly  presents,  in all
material  respects, the  financial condition  and  results of operations of  the
Company.




Dated:  February 10, 2004                        /s/William E. Shea
-------------------------                        ------------------------
                                                 William E. Shea
                                                 Senior Vice President and
                                                 Chief Financial Officer




</TEXT>
</DOCUMENT>
</SUBMISSION>
